Your Directors have the pleasure of presenting their report and the Audited Accounts of your Company for the Financial Year ended December 31, 2022.

The financial results for the year ended December 31, 2022 are not comparable with that of year ended December 31, 2021 due to the following:

1. During the previous financial year 2021, the Board of Directors of the Company approved a transaction for the slump sale and transfer of the Company’s Nutraceuticals business, on a going concern basis to Universal Nutriscience Private Limited for the consideration of C 5,860 million (after working capital adjustments).

2. The Board of Directors of the Company at its meeting held on November 25, 2021, approved the transfer of certain assets namely marketing intangibles, customer lists / database, trade channel knowledge / wholesaler lists, vendor / supplier database, pharmacovigilance / medical database that are related to the distribution business of Soframycin and Sofradex conducted by the Company and product inventory to Encube Ethicals Private Limited. The transaction concluded during

the year on January 31, 2022 after fulfillment of the underlying conditions and the Company received the full consideration of C 1,369 million including working capital adjustments and consequently, during the quarter ended March 31, 2022.

Transfer to Reserves

Your Company does not propose to transfer any amount to the general reserves of the Company.

Dividend

Your Directors at their meeting held on February 23, 2023 have recommended payment of final dividend of C 194 per equity share of C 10 each and a second special dividend of C 183 per equity share of C 10 each for the year ended December 31, 2022, considering the business and cash

Directors and Key Managerial Personnel (KMP)

During the year under review, Mr. Rajaram Narayanan (DIN: 02977405) stepped down as the Managing Director of the Company with effect from close of business hours on April 10, 2022. The Board places on record its immense appreciation for his contribution to the Company.

The Board of Directors of the Company at its meeting held on April 18, 2022, based on the recommendation of the Nomination and Remuneration Committee approved the appointment of Mr. Rodolfo Hrosz (DIN: 09609832) as the Managing Director of the Company with effect from June 1, 2022.

Mr. Rodolfo Hrosz joined Sanofi Group as General Manager of the Consumer Healthcare business in Brazil in 2017 and has successfully led the organisation through several transformative stages, right from its inception to it becoming a top growth contributor and a digital-acceleration reference point within the Sanofi Group.

He has wealth of rich experience from commercial, marketing, and general management roles across several multinational companies. Prior to joining Sanofi, he has worked with Pfizer, LVMH, Heineken and Procter & Gamble in USA and in Brazil.

The shareholders approved the appointment of Mr. Rodolfo Hrosz, as the Managing Director through Postal Ballot conducted in accordance with Section 108 and Section 110 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with the applicable Rules, Secretarial Standards and the Listing Regulations on June 22, 2022, with requisite majority. The Company has made an application to the Central Government pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, read with Schedule V of the Act and Rules framed thereunder to obtain approval for his appointment, and is awaiting approval.

Further, Mr. Charles Billard (DIN: 08173583) informed the Board vide his letter dated October 26, 2022 that he would like to resign as the Non-Executive Director of the Company, with effect from November 3, 2022, as he was pursuing other opportunities within Sanofi Group. The Board noted and accepted his resignation at its meeting held on November 3, 2022. The Board places on record its immense appreciation for his contribution during his tenure as a Non-Executive Director of the Company.

At the same Board Meeting, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company approved the appointment of Ms. Annapurna Das (DlN: 08634664) as a Non-Executive Non-Independent Director of the Company with effect from November 3, 2022. Ms. Annapurna Das, currently is the Head of Asia, Sanofi Vaccines since June 2022 with responsibility for commercial operations for countries across Asia including India. Prior to this, she was the General Manager,

Sanofi Vaccines, India, since Nov 2019. She has over 23 years of experience and a successful career with major pharmaceutical organisations in India holding roles across sales, marketing, and strategy and business development. The Members approved appointment of Ms. Annapurna Das as the Non-Executive Directors, of the Company through Postal Ballot on December 28, 2022, with requisite majority.

As on the date of this Report, Mr. Rodolfo Hrosz, Managing Director; Mr. Cherian Mathew, Whole-time Director;

Mr. Vaibhav Karandikar, Whole-time Director and Chief Financial Officer and Ms. Radhika Shah, Company Secretary & Compliance Officer are the Key Managerial Persons of the Company.

Mr. Aditya Narayan, Chairman, Mrs. Usha Thorat, Chairperson of the Audit Committee and Nomination and Remuneration Committee and Mr. Rahul Bhatnagar, Chairman of Stakeholder Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee are the Independent Directors of the Company.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations and they have registered themselves with the Independent Director’s Database maintained by the IICA (The Indian Institute of Corporate Affairs). In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the Management.

Mr. Marc-Antoine Lucchini, Non-Executive Director (DIN: 08812302) is liable to retire by rotation at the ensuing Sixty-Seventh Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommend his re-appointment to the Members.

Cash Flow and Consolidated Financial Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report. The Company does not have any subsidiaries and hence not required to publish Consolidated Financial Statements.

Management Discussion and Analysis

As required by Regulation 34(2) of the Listing Regulations, a Management Discussion and Analysis Report forms part of this Report.

The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for the year ended December 31, 2022, forms part of this Report.

Report on Corporate Governance

As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors is part of this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - A to this Report.

Subsidiaries, Associate Companies and Joint Ventures

Your Company does not have any subsidiaries, associate companies or joint ventures.

Meetings of the Board

During the year under review, Nine (9) meetings of the Board were held. The dates, attendance of the Directors and other details of the meetings are given in the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and Listing Regulations.

Familiarization Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations, updates on the pharmaceutical industry and regulatory updates. The Directors when they are appointed are given a detailed orientation on the Company, pharmaceuticals industry, Sanofi Global strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters and Corporate social responsibility initiatives of the Company. The details of familiarisation programs provided to the Directors of the Company are mentioned in the Report on Corporate Governance and on the Company’s website at https://www.sanofiindialtd.com/ en/investors/corporate-policies.

Performance Evaluation of the Board

During the year under review, the performance evaluation of the Board, Committees and Directors was conducted based on the criteria, framework and questionnaires approved by the Nomination and Remuneration Committee and the Board. The details of the performance evaluation exercise conducted by the Company are set out in the Report on Corporate Governance.

Nomination and Remuneration Policy & Remuneration of Directors, Key Managerial Personnel and Senior Management

During the year under review, the Board of Directors approved the revised Nomination and Remuneration Policy of the Company which now captures the Company’s Leadership Framework for its employees and explains the principles of the overall remuneration including short-term incentive and the long-term incentive payable to the Executive Directors, Key Managerial Personnel,

Senior Management, and other employees of the Company. The Policy also provides guidance on selection and nomination of Directors to the Board of the Company and appointment of the Senior Management Personnel of the Company. The remuneration paid to the Executive Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and the Listing Regulations. Further details form part of the Report on Corporate Governance and a Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure - B to this Report.

The statement showing particulars of employees pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent to the Members along with this Annual Report in accordance with the provision of Section 136 of the Act. Any person interested in receiving the said statement may write to the Company Secretary stating their Folio No./ DPID & Client ID.

Audit Committee

Details pertaining to composition and re-constitution of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

As per the provision of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company is required to establish a Vigil Mechanism. The Company’s Code of Conduct, Whistle blower and other Governance Policies lays out the principles of highest ethical standards. The details of the Whistle blower Policy are provided in the Report on Corporate Governance forming part of this Report.

Related Party Transactions

All related party transactions, which were entered into during the year under review were on arm’s length basis and in the ordinary course of business. There were no materially

significant related party transactions by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

The Company adopted the revised Policy on Materiality of Related Party Transactions and also on Dealing with Related Party Transactions in line with the amended Listing Regulations. The policy is available on the Company’s website at https://www.sanofiindialtd.com/en/investors/ corporate-policies. The Form AOC - 2 envisages disclosure of material contracts or arrangements or transactions at arm’s length basis. The details of the material related party transactions for the Financial Year ended December 31, 2022, as per the Policy on dealing with related parties adopted by the Company are disclosed in Annexure - C to this Report. The Company had extended a loan of C 4,450 million to Sanofi Healthcare India Private Limited which has been fully repaid in the month of July 2022. Accordingly, the said material related party transaction stands closed.

The Company has entered into material related party transactions with Sanofi-Aventis Singapore Pte. Ltd., and Sanofi Healthcare India Private Limited for purchase and sale of products and services. These transactions were in the ordinary course of business and at arm’s length duly certified by third-party experts. The transactions were within the limits approved by the Members.

Corporate Social Responsibility

The Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the implementation of CSR activities of your Company. The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during the year are given in the Annual Report on CSR activities in Annexure - D to this Report.

Risk Management

Your Company has implemented a mechanism for risk management and formulated a Risk Management Policy.

The policy provides for the creation of a risk register, identification of risks and formulating mitigation plans.

Your Company has also constituted a Risk Management Committee, details of which are disclosed in the Corporate Governance Report. As per the governance process described in the Policy, the Risk Management Committee reviews the risk identification, risk assessment and minimisation procedures on quarterly basis and updates the Audit Committee and the Board periodically.

The key risks impacting the Company are discussed in the Management Discussion and Analysis section forming part of this Report.

Deposits from Public

Your Company has not accepted any deposits from the public and as such no amount of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

Loans, Guarantees or Investments

The Company has not granted any loan or provided any guarantees to or invested in securities of any other body corporate during the year. The Company had extended a loan of C 4,450 million to Sanofi Healthcare India Private Limited which has been fully repaid in the month of July 2022.

Directors' Responsibility Statement

As required by Section 134(3) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

1. in the preparation of the annexed accounts for the Financial Year ended December 31, 2022 all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year, 2022 and of the profit of the Company for that year;

3. your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the said accounts have been prepared on a going concern basis;

5. internal financial controls to be followed by the Company have been laid down and that internal controls are adequate and were operating effectively; and

6. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

Cost Audit

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. The accounts and records are made and maintained by the Company and are required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. Kirit Mehta & Co., Cost Accountants to audit the cost accounts maintained by the Company for the financial year ending December 31, 2023.

As required by the Act, the remuneration payable to the Cost Auditor is required to be placed before the members in General Meeting for their ratification. Accordingly, a resolution seeking ratification of the remuneration payable to M/s. Kirit Mehta & Co. as approved by the Audit Committee and Board is included in the Notice convening the Annual General Meeting of the Company. In the opinion

The Secretarial Auditors have issued an unqualified audit report for the year ended December 31, 2022.

The comments made by the Secretarial Auditors are self-explanatory. Their report is annexed herewith as Annexure - E to this Report.

Secretarial Standards

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and adopted under the Act.

Annual Return

As required under Section 92(3) of the Act, Annual Return is hosted on the website of the Company at https://www. sanofiindialtd.com/en/investors/annual-return.

Material Changes and Commitments After the Financial Year

No material changes and commitments have occurred after the closure of the Financial Year ended December 31, 2022 till the date of this Report, which would affect the financial position of your Company.

There has been no change in the nature of business of your Company.

Significant and Material Orders passed by the Regulators/ Courts/ Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company’s operations in future.

Acknowledgements

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board also places on record its appreciation for the support and co-operation that your Company has been receiving from the medical fraternity, suppliers, distributors, retailers, business partners, government departments both at Central & State level and all other stakeholders.

On behalf of the Board of Directors

Aditya Narayan

Chairman

February 23, 2023 DIN: 00012084